Waters Corp DEF 14A, filed Apr 12, 2024

Waters Corp /De/ (WAT)

DEF 14A 2024-04-12 For: 2024-05-23

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Added on June 12, 2026

About this DEF 14A

Waters Corp filed this DEF 14A on April 12, 2024.

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Date:		Thursday, May 23, 2024

Time:		9:00 a.m., Eastern Time

Place:		The Annual Meeting (the “Annual Meeting”) of Waters Corporation (“Waters” or the “Company”) will be a virtual meeting held exclusively via the Internet. To attend, you must register at www.proxydocs.com/wat. After you register, you will receive instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions. You will not be able to attend the Annual Meeting in person.

Record Date:		March 25, 2024. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the Annual Meeting. For at least ten (10) days prior to the the Annual Meeting, a list of the shareholders entitled to vote at the Annual Meeting will be available for inspection upon request.

Items of Business:		1. To elect directors to serve for the ensuing year and until their successors are elected;

		2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

		3. To approve, by non-binding vote, executive compensation;

		4. To amend the Company’s certificate of incorporation to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law; and

		5. To consider and act upon any other matters which may properly come before the Annual Meeting or any adjournment thereof.

Voting:		Your vote is extremely important regardless of the number of shares you own. Whether or not you expect to participate in the Annual Meeting, we urge you to vote promptly by telephone or Internet or by signing, dating, and returning a printed proxy card or voting instruction form, as applicable. If you participate in the Annual Meeting, you may vote your shares electronically during the Annual Meeting even if you previously voted your proxy. Please vote as soon as possible to ensure that your shares will be represented and counted at the Annual Meeting.



WATERS CORPORATION AT A GLANCE			1

PROPOSAL 1 — ELECTION OF DIRECTORS			3

WHO WE ARE			3

CORPORATE GOVERNANCE			16

HOW WE ARE SELECTED AND ELECTED			16

HOW WE ARE EVALUATED			18

HOW WE GOVERN AND ARE GOVERNED			18

HOW WE ARE ORGANIZED			21

DIRECTOR MEETINGS AND BOARD COMMITTEES			22

REPORT OF THE AUDIT & FINANCE COMMITTEE OF THE BOARD OF DIRECTORS			23

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			25

HOW TO COMMUNICATE WITH US			25

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26

PROPOSAL 3 — NON-BINDING VOTE ON EXECUTIVE COMPENSATION			28

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS			29

COMPENSATION DISCUSSION AND ANALYSIS			29

EXECUTIVE SUMMARY			30

2023 EXECUTIVE COMPENSATION PROGRAM			30

SHAREHOLDER OUTREACH PROGRAM			32

COMPENSATION PHILOSOPHY, GOVERNANCE, AND PAY PRACTICES			33

COMPENSATION SETTING PROCESS			35

ELEMENTS OF EXECUTIVE COMPENSATION			36

COMPENSATION COMMITTEE REPORT			42

EXECUTIVE COMPENSATION TABLES			43

PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL			49

CEO PAY RATIO DISCLOSURE			54

PAY VERSUS PERFORMANCE			55

DIRECTOR COMPENSATION			59

PROPOSAL 4 – AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS			62

PROPOSAL 5 — OTHER BUSINESS			64

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			65

ANNUAL REPORT ON FORM 10-K			67

SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING			67

SHAREHOLDERS SHARING AN ADDRESS			68

USER’S GUIDE			69

INFORMATION CONCERNING SOLICITATION AND VOTING			69

ELECTRONIC DELIVERY OF WATERS SHAREHOLDER COMMUNICATIONS			70


	2023		2022

Audit Fees	$	5,589,207	$	5,256,247

Audit-Related Fees		246,606		27,151

Tax-Related Fees

Tax Compliance		1,225,132		589,022

Tax Planning		559,489		379,743


Total Tax-Related Fees		1,784,621		968,765

All Other Fees		900		956


Total	$	7,621,334	$	6,253,119


Key Business Priorities	Compensation Design	Performance Results and Corresponding Compensation

Sustainable shareholder value creation	Alignment with the long-term interests of our shareholders is achieved through our annual performance-based LTI program, which includes stock options that vest over a five-year period and PSUs that are earned and vest over a three-year performance period and are based 50% on relative TSR. In addition, all PSUs granted have a post-vesting holding period requirement of two years for our CEO and one year for other executives.	The PSUs granted in February 2021 vested in 2024 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for 50% of these PSUs was based on relative TSR. Relative TSR for the three-year performance period ending on December 31, 2023 was 29%, or in the 67^th percentile of the S&P 500 Health Care Index, resulting in a payout of 169% of target for the portion of PSUs based on relative TSR.

Organic revenue growth	Alignment with the Company’s belief that revenue growth drives overall success and enables us to continue to invest in future growth and innovation through the use of an adjusted non-GAAP organic constant currency revenue growth performance goal under our AIP. This metric had a weighting of 50% in 2023. Further encouraging this alignment over a longer-term, 50% of annual PSU grants are eligible to be earned and vested based on adjusted non-GAAP constant currency revenue growth over a three-year performance period.	In 2023, revenue declined 1% and 2%* on a GAAP and adjusted non-GAAP organic constant currency basis, respectively, as compared to the prior year, which was below the AIP threshold increase of 4% on an adjusted non-GAAP organic constant currency basis and resulted in no AIP payout for 2023 under this metric. As noted above, PSUs granted in February 2021 vested in 2024 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for 50% of these PSUs was based on adjusted non-GAAP constant currency revenue growth over a three-year period. The three-year compound annual growth rate of revenue for the performance period ending on December 31, 2023 was 8% and 9%* on a GAAP and adjusted non-GAAP constant currency basis, respectively, exceeding the PSU target of 6% on an adjusted non-GAAP constant currency basis and resulting in a payout of 157% of target for the portion of PSUs based on adjusted non-GAAP constant currency revenue growth.

Organic net income growth	Shareholder value is incentivized with an adjusted non-GAAP organic net income growth performance goal under the AIP, as the Company believes that adjusted non-GAAP organic net income reflects ongoing operational efforts of our executives and other employees. This adjusted non-GAAP organic net income metric had a weighting of 50% in 2023.	In 2023, net income reported on a GAAP and adjusted non-GAAP* organic basis decreased 9% and 3%, respectively, as compared to the prior year, which was below the AIP threshold achievement level of a 3% increase on an adjusted non-GAAP organic basis and resulted in no AIP payout for 2023 under this metric.


What We Do				What We Don’t Do

● Post-vesting holding periods for PSU awards				● No executive perquisites

● Mandatory compensation recoupment policy for performance-based incentive awards				● No new or legacy excise tax gross-up provisions

● Market-competitive executive compensation levels				● No option repricing without shareholder consent

● Annual compensation risk assessment				● No ad-hoc discretionary or guaranteed annual cash bonus payments for named executive officers

● Anti-hedging policy

● Independent compensation consultant

● Double-trigger for accelerated equity vesting in connection with a change of control

● Robust director and executive officer stock ownership guidelines

● PSU awards make up 50% of the total target grant date value of annual LTI awards and include a market-based component (relative TSR) and an internal performance metric (three-year adjusted non-GAAP constant currency revenue growth)


Agilent		IDEXX Laboratories
Avantor		Illumina
Bio-Rad Laboratories		Mettler-Toledo
Bio-Techne		Perkin Elmer
Catalent		ResMed
Charles River Laboratories		STERIS
Cooper Companies		Teleflex
Edwards Lifesciences		West Pharmaceutical
Hologic


Compensation Element	Objective	Target Position to Market	2023 Market for Named Executive Officers (1)


Base Salary	To attract and retain executives and other key employees.	Generally targeted at or below the 50^th percentile of the market. Actual individual salaries may vary based on an executive’s performance, tenure, experience and contributions.	The overall market position for base salaries in 2023 was at approximately the 60^th percentile of the market.


Annual Incentive	To motivate executive officers to achieve challenging financial and operational goals as established by the Compensation Committee at the beginning of the fiscal year.	Target payouts based on 100% achievement of performance goals are generally positioned at or slightly above the 50^th percentile in order to achieve a target total cash opportunity (base salary plus target annual incentive) that approximates the 50^th percentile of the market. Achievement of threshold performance goals is required for any payout.	The overall market position for total target cash opportunity (that is, the sum of base salary and target annual incentive) was at approximately the 55^th percentile of the market.

Long-Term Performance- Based Equity Incentive Awards	To motivate executives and other key employees to contribute to the Company’s long-term growth of shareholder value and to align compensation with the growth in Waters’ stock price and achievement of the Company’s strategic growth goals. LTI awards are also designed to assist in the retention of executives and key employees.	Annual LTI awards are targeted to be around the 50^th percentile of the market. Actual individual grants are determined based on the executive’s position, performance, tenure, experience and contributions.	LTI awards granted in 2023 were at approximately the 45^th percentile of the market.


Name		2023 Base Salary Increases

Udit Batra, Ph.D.		5.8%

Amol Chaubal		5.6%

Jianqing Y. Bennett		2.9%

Jonathan M. Pratt		3.9%


2023 AIP Payout Structure as a Percent of Base Salary⁽¹⁾
Name	Below Threshold Performance	Threshold Performance (0.5 x Target)	Target Performance (1.0 x Target)	Maximum Performance (2.0 x Target)

Udit Batra, Ph.D.	0%	62.5%	125%	250%

Amol Chaubal	0%	37.5%	75%	150%

Jianqing Y. Bennett	0%	37.5%	75%	150%

Jonathan M. Pratt	0%	37.5%	75%	150%



2023 AIP Performance Targets and Achievement
2023 Performance Measures	Below Threshold Performance	Threshold Performance	Target Performance	Maximum Performance	Actual Achievement

2023 adjusted non-GAAP organic revenue growth in constant currency over 2022 (weighted 50%)	<4%	4%	7%	14%	-2%

2023 adjusted non-GAAP organic net income growth over 2022 (weighted 50%)	<3%	3%	6%	15%	-3%


TSR Percentile Rank		Applicable Payout Percentage of Target for Relative TSR-based PSUs

= > 75^th Percentile		200%

50^th Percentile		100%

< = 25^th Percentile		0%


2023 Summary Compensation Table
Name and Principal Position	Year		Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
			(b)	(c)	(d)	(e)	(f)	(g)	(h)

Udit Batra, Ph.D. President and Chief Executive Officer (a)		2023	$1,097,500	—	$3,825,193	$3,750,043	—	$69,444	$8,742,180
		2022	$1,038,472	—	$3,044,893	$3,249,907	$2,056,778	$19,500	$9,409,550
		2021	$1,000,000	—	$2,785,291	$2,499,991	$2,350,241	$18,036	$8,653,559

Amol Chaubal Senior Vice President and Chief Financial Officer		2023	$563,750	—	$1,024,196	$999,951	—	$71,915	$2,659,812
		2022	$533,663	—	$948,004	$949,948	$634,833	$65,815	$3,132,263
		2021	$300,000	$200,000	$749,991	$749,996	$470,048	$17,400	$2,487,435

Jianqing Y. Bennett Senior Vice President, TA Instruments Division		2023	$601,292	—	$752,817	$734,919	—	$19,800	$2,108,828
		2022	$584,351	—	$748,426	$749,970	$636,316	$21,006	$2,740,069
		2021	$399,785	—	$999,888	$649,945	$560,673	$17,400	$2,627,691

Jonathan M. Pratt Former Senior Vice President, Waters Division (a)		2023	$568,577	—	$819,434	$800,013	—	$75,408	$2,263,432
		2022	$584,351	—	$748,426	$749,970	$694,163	$81,221	$2,858,131
		2021	$516,308	—	$713,247	$649,900	$747,565	$46,651	$2,673,671



Named Executive Officer	Matching Contributions 401(k) Restoration Plan and 401(k) Plan	Tax Gross-Ups	Other

Udit Batra, Ph.D.	$69,300	$64	$80

Amol Chaubal	$71,915	—	—

Jianqing Y. Bennett	$19,800	—	—

Jonathan M. Pratt	$75,408	—	—


2023 Grants of Plan-Based Awards

Name	Award		Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards
Name	Award		Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards

				(a)	(a)	(a)	(b)	(b)	(b)	(c)	(d)	(e)

Udit Batra, Ph.D.		Stock Option	2/8/2023	—	—	—	—	—	—	28,978	$342.29	$3,750,043
		PSU	2/8/2023	—	—	—	5,477	10,955	21,910	—	—	$3,825,193
		AIP	—	$343,750	$1,375,000	$2,750,000	—	—	—	—	—	—

Amol Chaubal		Stock Option	2/8/2023	—	—	—	—	—	—	7,727	$342.29	$999,951
		PSU	2/8/2023	—	—	—	1,460	2,921	5,842	—	—	$1,024,196
		AIP	—	$105,937	$423,750	$847,500	—	—	—	—	—	—

Jianqing Y. Bennett		Stock Option	2/8/2023	—	—	—	—	—	—	5,679	$342.29	$734,919
		PSU	2/8/2023	—	—	—	1,073	2,147	4,294	—	—	$752,817
		AIP	—	$112,875	$451,500	$903,000	—	—	—	—	—	—

Jonathan M. Pratt		Stock Option	2/8/2023	—	—	—	—	—	—	6,182	$342.29	$800,013
		PSU	2/8/2023	—	—	—	1,168	2,337	4,674	—	—	$819,434
		AIP	—	$114,000	$456,000	$912,000	—	—	—	—	—	—



Outstanding Equity Awards at Fiscal Year-End 2023

	Option Awards				Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

	(a)	(a)		(a)			(b)	(b)

Udit Batra, Ph.D.	21,046	14,031	$212.02	9/1/2030	—	—	—	—
	10,795	16,194	$280.80	2/18/2031	13,843(d)	$4,557,531(d)	—	—
	6,078	24,312	$314.98	2/17/2032	—	—	20,636	$6,793,990
	—	28,978	$342.29	2/8/2033	—	—	21,910	$7,213,429

Amol Chaubal	3,436	5,156	$303.64	5/12/2031	1,482(c)	$487,919(c)	—	—
	1,776	7,107	$314.98	2/17/2032	—	—	6,032	$1,985,915
	—	7,727	$342.29	2/8/2033	—	—	5,842	$1,923,362

Jianqing Y. Bennett	2,847	4,271	$295.65	4/5/2031	2,030(c)	$668,337(c)	—	—
	1,402	5,611	$314.98	2/17/2032	—	—	4,762	$1,567,793
	—	5,679	$342.29	2/8/2033	—	—	4,294	$1,413,714



Option Exercises and Stock Vested Fiscal Year 2023
	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized Upon Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
		(a)		(b)

Udit Batra, Ph.D.	—	—	3,931	$1,104,690

Amol Chaubal	—	—	494	$133,874

Jianqing Y. Bennett	—	—	676	$204,598

Jonathan M. Pratt	13,032	$463,583	3,732	$1,143,272



Non-Qualified Deferred Compensation
Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)

	(a)	(b)	(c)		(d)

Udit Batra, Ph.D.	$109,750	$49,500	$22,404	—	$181,654

Amol Chaubal	$275,012	$52,115	$68,829	—	$513,986

Jianqing Y. Bennett	—	—	—	—	—

Jonathan M. Pratt	$459,610	$55,608	$190,317	—	$1,104,087



Potential Post-Termination Payments Table
Name	Termination/ Change of Control	Base Salary	Incentive Plan	Benefits	Accelerated Stock Options (c)	Accelerated Restricted Stock Units (d)	Accelerated Performance Stock Units (e)	Total Value of Post- Termination Payments (f)
Udit Batra, Ph.D.	Involuntary Termination by the Company without Cause or by the Executive for Good Reason	$2,200,000(a)	$2,750,000(a)	$51,586(a)	$1,644,574	—	—	$6,646,160
	Disability	—	—	—	$1,644,574	—	—	$1,644,574
	Death	—	—	—	$2,775,295	—	$6,394,634	$9,169,929
	Involuntary Termination by the Company without Cause or by Executive for Good Reason Following Change of Control	$3,300,000(b)	$4,125,000(b)	$81,162(b)	$2,775,295	—	$9,934,844	$20,216,301
Amol Chaubal	Involuntary Termination by the Company without Cause or by the Executive for Good Reason	$565,000(a)	$423,750(a)	$25,210(a)	—	—	—	$1,013,960
	Death	—	—	—	$233,217	$487,919	$981,105	$1,702,241
	Involuntary Termination by the Company without Cause or by Executive for Good Reason Following Change of Control	$1,130,000(b)	$847,500(b)	$50,419(b)	$233,217	$487,919	$1,954,639	$4,703,694


Compensation Actually Paid Table
Year	Summary Compensation Table Total for Current PEO	Compensation Actually Paid to Current PEO	Summary Compensation Table Total for Former PEO	Compensation Actually Paid to Former PEO	Average Summary Compensation Table Total for Non-PEO NEOs	Average Compensation Actually Paid to Non-PEO NEOs	Value of Initial Fixed $100 Investment Based On:		GAAP Net Income	Adjusted Non- GAAP Organic Net Income
Year	Summary Compensation Table Total for Current PEO	Compensation Actually Paid to Current PEO	Summary Compensation Table Total for Former PEO	Compensation Actually Paid to Former PEO	Average Summary Compensation Table Total for Non-PEO NEOs	Average Compensation Actually Paid to Non-PEO NEOs	Total Shareholder Return	Peer Group Total Shareholder Return	GAAP Net Income	Adjusted Non- GAAP Organic Net Income
(a)	(b)	(c)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	$8,742,180	($1,120,813)	N/A	N/A	$2,344,024	($937,105)	$140.91	$100.82	$642,234,000	$707,035,000
2022	$9,409,550	$10,833,283	N/A	N/A	$2,694,092	$2,823,562	$146.62	$109.38	$707,755,000	$725,192,000
2021	$8,653,559	$19,061,746	N/A	N/A	$2,443,255	$4,095,176	$159.47	$163.56	$692,843,000	$694,658,000
2020	$5,713,517	$6,977,473	$12,232,506	($5,656,107)	$1,919,848	$356,273	$105.89	$132.80	$521,571,000	$565,101,000


Reconciliation of Summary Compensation Table to Compensation Actually Paid Table
Executive Officer	Year		Summary Compensation Table Total	Reported Grant Date Value of Equity Awards	Year End Fair Value of Equity Awards Granted During the Year	Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year	Year Over Year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years	Amount Deducted for Forfeitures	Compensation Actually Paid
			(a)	(b)	(c)	(d)	(e)	(f)	(g)
Current PEO		2023	$8,742,180	($7,575,236)	$4,113,582	($845,547)	($5,555,792)	—	($1,120,813)
		2022	$9,409,550	($6,294,800)	$8,396,507	($859,208)	$181,234	—	$10,833,283
		2021	$8,653,559	($5,285,282)	$10,507,886	$1,581,675	$3,603,908	—	$19,061,746
		2020	$5,713,517	($4,999,866)	$6,263,822	—	—	—	$6,977,473
Former PEO		2020	$12,232,506	($6,134,183)	—	($697,354)	—	($11,057,076)	($5,656,107)
Average for Non-PEO NEOs		2023	$2,344,024	($1,710,443)	$638,557	($209,848)	($404,372)	($1,595,023)	($937,105)
		2022	$2,694,092	($1,510,829)	$1,962,571	($174,706)	($147,566)	—	$2,823,562
		2021	$2,443,255	($1,384,327)	$2,306,695	$49,978	$679,575	—	$4,095,176
		2020	$1,919,848	($1,269,585)	$952,400	($69,516)	($220,479)	($956,395)	$356,273



Director Compensation Fiscal Year 2023

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Total ($)

	(a)	(b)	(c)

Linda Baddour	$115,000	$109,898	$109,958	$334,856

Daniel J. Brennan	$101,500	$109,898	$109,958	$321,356

Edward Conard (resigned May 2023)	$44,709	$109,898	$109,958	$264,565

Richard Fearon (appointed March 2023)	$72,972	$91,427	$91,642	$256,041

Pearl Huang, Ph.D.	$102,500	$109,898	$109,958	$322,356

Wei Jiang	$88,000	$109,898	$109,958	$307,856

Christopher A. Kuebler	$109,000	$109,898	$109,958	$328,856

Dr. Flemming Ornskov, M.D., M.P.H.	$260,500	$109,898	$109,958	$480,356

Mark P. Vergnano	$92,500	$109,898	$109,958	$312,356



Name	Fees Deferred in 2023		Aggregate Stock Unit Balance at Last FYE (#)
Name	Amount ($)	Number of Shares (#)	Aggregate Stock Unit Balance at Last FYE (#)

Edward Conard	$44,709	143.85	—

Pearl Huang, Ph.D.	$102,500	355.89	925.37

Wei Jiang	$88,000	306.37	668.05

Christopher A. Kuebler	—	—	3,278.74

Dr. Flemming Ornskov, M.D., M.P.H.	—	—	822.16


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾		Percentage of Outstanding Common Stock⁽¹⁾

5% Shareholders

The Vanguard Group, Inc.⁽²⁾		6,837,662		11.5	%

BlackRock, Inc.⁽³⁾		5,635,156		9.5	%

Fundsmith LLP⁽⁴⁾		4,935,371		8.3	%

The Bank of New York Mellon Corporation (and affiliates)⁽⁵⁾		3,651,167		6.2	%

Massachusetts Financial Services Company⁽⁶⁾		3,054,938		5.2	%

Directors and Named Executive Officers

Udit Batra, Ph.D. ⁽⁷⁾		130,375		*

Linda Baddour ⁽⁷⁾		7,513		*

Jianqing Bennett ⁽⁷⁾		22,784		*

Dan Brennan		1,677		*

Amol Chaubal ⁽⁷⁾		28,095		*

Richard Fearon		1,417		*

Pearl S. Huang, Ph.D ⁽⁷⁾⁽⁸⁾		4,554		*

Wei Jiang ⁽⁷⁾⁽⁸⁾		2,347		*

Christopher A. Kuebler ⁽⁷⁾⁽⁸⁾		35,318		*

Dr. Flemming Ornskov, M.D., M.P.H.⁽⁷⁾⁽⁸⁾		16,566		*

Jonathan M. Pratt⁽⁷⁾		0		*

Mark P. Vergnano		4,862		*

All Directors and Executive Officers as a group (13 persons)		487,289		*


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Reconciliation of GAAP to Adjusted Non-GAAP Organic Constant Currency Revenue Growth Rate

(In thousands)		2023 as compared to 2022

GAAP revenue growth rate		(1%)

Adjustments:

Impact of currency ^(a)		1%

Impact of acquisitions ^(b)		(3%)

Adjusted non-GAAP organic constant currency revenue growth rate		(2%)



Reconciliation of GAAP to Adjusted Three-Year Non-GAAP Constant Currency Revenue Growth Rate

(In thousands)		2023 Three-Year Compound Annual Growth Rate

GAAP revenue growth rate		8%

Adjustments:

Impact of currency ^(a)		1%

Adjusted non-GAAP constant currency revenue growth rate		9%